by Andrea Mandell, USA TODAY

by Andrea Mandell, USA TODAY

On a chilly autumn day 30 miles outside Detroit, the famous golden path curves through cavernous studios on the set of Oz the Great and Powerful (out Friday). In the Dark Forest, the bricks are gnarled and uprooted. Over in Glinda the Good Witch's kingdom, they're a crumbled mess.

Glinda herself (played by Michelle Williams) is off the clock at the moment, but a crowd of cherubic-looking townspeople stand quaking in terror.

"Guys, keep your reaction and energy up. You don't know what it is," shouts a voice behind the monitors. En masse, the colorful lot screams and backs away as a camera swoops overhead on wires. The witch (currently a stand-in sporting a black pointy hat and jeans) sneers, arms outstretched, from the center of a smashed pile of yellow bricks.

The Wicked Witch is back, now terrorizing Munchkins in 3-D.

In Disney's dreamlike new $200 million prequel, directed by Sam Raimi, Dorothy is decades away from being born; the wonderful wizard (James Franco) is a small-time huckster named Oscar Diggs making girls swoon at Kansas roadshows; and two beautiful sisters (Mila Kunis, Rachel Weisz) are witches empowered by a rich legacy, piles of gold and a very cool, very potent collection of jewelry. Their land terrorized by evil, they await a savior named Oz, whom their father predicted would come to save them from the Wicked Witch. (Disney prefers her identity be kept a surprise for moviegoers. Even on the set, images of the Wicked Witch are hidden from visitors.)

"If this project was too revisionist, it would not be as satisfying, but you do want to give a fresh take on it," says Franco, sitting in Diggs' damp black suit on a crate between scenes. Behind him, the soundstage is draped in rich blue screens, and later, the fantastical, digitally rendered world of Oz will stretch behind Franco as far as the eye can see.

But right now, Diggs is about to meet his first witch.

'Where's the warts? The broom?'

A pond dominates the soundstage, heaped with brilliant flora and fauna. In the center bobs a deflated hot-air balloon, having theoretically just flown through a tornado and crashed with Franco in its basket. As production assistants in wet suits wade through the water adjusting lily pads, Franco's head is sprayed down with water.

"He's looking really dry," cracks Kunis from the grassy knoll, dressed more like a chic ingénue than a witch in a crisp white shirt and red velvet riding coat, tight black riding pants and wide-brimmed red hat, her hazel eyes lined with kohl.

Franco and Kunis' stand-ins slip on the marsh as the actors take their marks. "It's a slippery slope?" asks Raimi, deadpanning.

Action!

Kunis stares at Franco as he emerges from the water. He asks where he is. "You're in Oz," she informs him.

"That's my name," answers Franco quizzically, a shorthand for Oscar. The shot goes awry, but Raimi, dressed in a black suit, merely chides the camera operator in jest as Franco and Kunis mouth jokes at each other.

"Wet him down again," says Raimi, before shifting attention to the monitor piping in action from his other active set. Two stages down, Munchkins are lying palms-down on the Yellow Brick Road as the woman in the black hat terrorizes them. Raimi nods as a production assistant smooths the velvet on Kunis' plumed hat. In 3-D, attention to detail is paramount.

"Bring forth the wind!" calls Raimi, turning back to the pond. "And, action!"

"So you ARE the wizard!" exclaims Kunis, mistaking the Kansas con man for Oz's prophetic savior.

Franco looks dubious. "Where's the warts? Where's the broom?" Kunis laughs, informing him she'll escort him to the Emerald City, where he is to take his destined throne. Franco assumes the airs of a freshly anointed politico. "Very well, show me the way to my palace, good witch!"

"We must hurry, the Wicked Witch is about." They hear a crack.

Franco: "What are those?"

Kunis, fearful: "The Wicked Witch's minions. They've been sent to kill you. Run!" she yells, as they dart out of the lens.

"I think I'm going to need more fear this time," says Raimi. "I need to see a sense of horror come over you." One take later, Raimi's voicing the imaginary threat: "SCREECH, SCREECH, SCREECH!"

Raimi is 'the perfect captain'

Later in the day, Kunis emerges from her trailer in street clothes. She has been killing downtime by watching Breaking Bad (Franco habitually dips into his book between scenes).

The women in Wonderful Wizard of Oz author L. Frank Baum's world were always powerful, and "Theodora is, in the movie, desperately trying to be good," Kunis says, playing with her prop ring, which contains an oversized ruby-like gem held by two tiny silver hands (in Oz, it emits fireballs). Until she falls for the young wiz and he breaks her heart, "she does everything that she thinks she's supposed to do. And her sister (the calculating Evanora, played by Weisz) keeps trying to push her toward the darker side of life."

In homage to the original Wizard of Oz film, the new Oz launches in sepia tone. But where the original broke barriers using Technicolor, Raimi is pushing forward in a new dimension. On set, a visitor can view 3-D effects as they are captured, and the director orchestrates "almost like a live TV director (at) the Super Bowl holding 70 cameras," says Zach Braff, who plays both Oscar's beleaguered assistant in Kansas and his sidekick, an adorably devoted flying monkey named Finley. "He's amazing like that. The perfect captain."

And Raimi is pushing for realism, despite Oz's lush visuals. "He didn't want me to be in a 10-mile-long pouffy pink dress, and he didn't want me to talk in an artificially high and sped-up tone," says Williams. "He asked for a Glinda that was more human."

And clean of copyright infringement. The imagery of Oz "is so in our DNA," says Raimi, who embarked on a careful dance building this new world, sourced from the 14 original Baum books rather than the beloved 1939 film (which Disney does not have rights to). Elements like the ruby slippers, and even certain shades of green, are copyrighted. An iconic shot of a spiraling Yellow Brick Road was similarly off-limits, as were Oz's menacing flying monkeys, which were traded for baboons.

Raimi has proven adept at turning mega-budgets into box-office success (see the Spider-Man trilogy). But, he says, the comic-book franchise was a much stricter adaption than what he's doing in Baum's world.

With Spider-Man, "we tried to fulfill audiences' expectations," Raimi says outside his trailer, just a few miles from where he grew up. With Oz, "we're trying to defy their expectations: Who are they when they were young? We don't want to tell a story where they're absolutely everything that the audience expects them to be, because it wouldn't be any fun."

The next day, filming runs late as Franco reshoots close-ups of the moment his balloon crashes into the water. "Part of (Oscar's) emotional journey in this film is learning to connect with people, learning to care for people and not just treat them as disposable objects," he says. Take after take, Franco's face contorts into panic, but the actor shows few signs of impatience.

Neither do the three dozen Munchkins who spend hours a day having their silicone ears, noses and bushy brows applied. Or Williams, who still has "hers and hers" wands with daughter Matilda, 7.

It's a wonderful world, even for the jaded.

Which is why Kunis and Williams couldn't stop giggling in Glinda's castle. "We were having this fight, but it's, like, comical," says Kunis, gesturing at her surroundings. "She has her little wand, and I'm like 'RARR!' It's too good to be true. You'd be crazy to not take a moment and go, 'I don't know how I got here, but this is amazing.'"